TERMS OF USE GOVERNING AGILENT'S SUREDESIGN PROGRAM AND TERMS COVERING PURCHASE OF AGILENT MICROARRAY AND LIBRARY PRODUCTS ORDERED THROUGH AGILENT'S SUREDESIGN PROGRAM

TO USE AND ACCESS THE SUREDESIGN PROGRAM AND/OR PURCHASE ANY PRODUCTS THROUGH IT, YOU MUST FIRST AGREE TO THE TERMS OF THIS AGREEMENT ("TERMS"). THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK AN "I ACCEPT" BUTTON OR, IF EARLIER, WHEN YOU USE THE SUREDESIGN PROGRAM AND/OR ORDER ANY PRODUCTS THROUGH THE SUREDESIGN PROGRAM. BY ORDERING, ACCESSING OR USING THE SURDESIGN PROGRAM, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, PROMPTLY EXIT THE SUREDESIGN PROGRAM AND DO NOT USE THE SUREDESIGN PROGRAM.

These Terms govern your use of Agilent's SureDesign microarray and oligo library application web-based tool (the "SureDesign Program") and your purchase of microarrays and oligo libraries through the SureDesign Program, including all use of all content, data, images, information, restrictions, and other materials posted or available through the SureDesign Program ("SureDesign Materials"). These Terms are in addition to any other agreement that you may have with Agilent, including Agilent's standard terms of use for its company website found at Agilent's standard terms of use and Agilent's privacy policy found at Agilent's Privacy Statement. To the extent there is a conflict between those terms and these Terms, these Terms shall prevail. If you breach any of these Terms, your authorization to use the SureDesign Program automatically terminates and you must immediately destroy any downloaded or printed materials.

TERMS OF USE FOR SUREDESIGN PROGRAM

1. Use of Program. Agilent grants you a limited, revocable, non-exclusive right to access and use the SureDesign Program solely for your personal, non-commercial, research use. You will use the SureDesign Program solely for your personal, non-commercial research use and will not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, or distribute the SureDesign Program or SureDesign Materials, or otherwise commercially exploit or make the SureDesign Program or SureDesign Materials available to any third party (including any Agilent competitor); (ii) modify, reproduce, publicly display, or create derivative works of the SureDesign Program or SureDesign Materials except as expressly permitted herein, (iii) use the SureDesign Program to store or transmit any material that infringes any third party's copyright, patent, trademark, trade secret or other proprietary rights; (iii) use the SureDesign Program to store or transmit any viruses, Trojan horses, worms, time bombs, or any other similar malicious software, data, or programs; (iv) interfere with or disrupt the integrity or performance of the SureDesign Program, Agilent's website or any networks connected to the SureDesign Program; (v) attempt to gain unauthorized access to the SureDesign Program, materials, other accounts, computer systems or networks connected to the SureDesign Program; (vi) incorporate the SureDesign Program, the SureDesign Materials or any portion thereof into any other program or product, or (vii) derive or attempt to derive the designs or structure of all or any portion of the SureDesign Program by reverse engineering, disassembling, deconstructing, decompiling, or any other means, except as permitted by law.

2. No license. Subject to the limited rights expressly granted herein, all right, title and interest in and to the SureDesign Program and SureDesign Materials , including all rights in and to patents, copyrights, trademarks, and all other intellectual property rights in the SureDesign Program and SureDesign Materials will remain with Agilent. No rights are granted to You hereunder other than as expressly set forth herein. Without restricting the previous sentence, nothing herein shall be construed as a right or license to use, make, have made, sell, offer to sell, distribute, lease, or import, Agilent microarrays or related products or services.

3. Biological Content. Agilent will maintain security procedures with respect to access and maintenance of the SureDesign Program to prevent the unauthorized disclosure of the data that you submit to the SureDesign Program containing references to oligonucleotide sequences provided for the purpose of manufacturing a microarray or libraries of DNA or RNA based oligonucleotides ("Biological Content"). By using the SureDesign Program, you authorize and grant Agilent a limited, non-exclusive, royalty-free, perpetual, world-wide license to reproduce, transmit, disclose, display and use your Biological Content solely for the purpose of enabling you to use the SureDesign Program, processing your requests and transactions, policing sequences for indications of unauthorized use, providing customer service/support and maintaining and improving the SureDesign Program. Notwithstanding the foregoing, Agilent may disclose information to the extent (i) it is required to do so by law; (ii) necessary to protect and defend the legal rights of Agilent; or (iii) required in order to comply with a judicial proceeding, court order, or government inquiry.

4. Safeguards. You acknowledge that security safeguards are capable of circumvention with respect to the internet and Agilent cannot guaranty that Biological Content or other data will not be accessed by unauthorized persons overcoming such safeguards. You agree that Agilent does not operate or control the internet and acknowledge that viruses, worms or other undesirable data or software or unauthorized users such as hackers may attempt to obtain information from the SureDesign Program. Agilent shall not be responsible for such activities and you are solely responsible for the security and integrity of your information and systems.

5. Non-Biological Content. Other than Biological Content and personal data covered by Agilent's Privacy Statement, Agilent will have no confidentiality obligations with respect to information that you transmit or input into the SureDesign Program ("Communications"). Agilent and its designees will be free to copy, disclose, distribute, incorporate and otherwise use the Communications for reasonable business purposes.

6. Publications (written or oral). Agilent supports publication of your results in accordance with academic publication standards in the field of gene-based research in industry-recognized, peer-reviewed, scientific publications or presentations. You are permitted to publish probe sequences that you downloaded from use of the SureDesign Program so long as you acknowledge your use of the SureDesign Program in such publication in accordance with academic standards.

7. Publications (web-based) and Software Accessibility. You may post the results of your queries to, or downloads from, the SureDesign Program in connection with posting the results of your research experiments on a non-commercial, not-for-profit Web site, or include them within any non-commercial, not-for-profit analysis software application (e.g. "freeware"), openly accessible to the public at no charge. With such publication, you must post an acknowledgment of your use of the SureDesign Program and you may include a link to the SureDesign Program. When publicly disclosing probe sequence(s) on any such Web site or software application, you agree to include the following disclaimer:

WARNING: While publicly available, some uses of the information contained here may be subject to third party intellectual property rights, policies and/or restrictions. Information possibly subject to such rights or restrictions includes but is not limited to: (i) naturally occurring DNA, RNA, and protein sequence(s), or partial sequence(s), (ii) full or partial oligonucleotide sequences and (iii) alien (i.e., non-natural) sequence(s). Despite the presence of such information in public sources, you may be prohibited from using or downloading this information for certain purposes, such as manufacturing or for populating commercial databases, websites, software or other commercial repositories. It is solely your responsibility to obtain any necessary rights, licenses and/or consents which may govern your intended use or re-use for the information you retrieve here.

8. Publication Restrictions. You may not use, post or copy any results, downloads or any other material from the SureDesign Program or SureDesign Materials (i) on a commercial or for-profit Web site; (ii) within a commercial or for-profit software application; (iii) for the purposes of commercial manufacturing, (iv) for populating a commercial database or other commercial repository; or (v) otherwise charge for access to or use of any such results or material from the SureDesign Program or SureDesign Materials, without Agilent's prior written consent.

9. Liability.

I. IN NO EVENT WILL AGILENT, ITS SUBCONTRACTORS OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO LOST PROFITS OR LOST REVENUE, REGARDLESS OF WHETHER SUCH CLAIMS ARE BASED ON CONTRACT, TORT, WARRANTY OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, AGILENT WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND ARISING FROM (I) YOUR INABILITY TO ACCESS OR USE THE SUREDESIGN PROGRAM OR (II) ANY UNAUTHORIZED ACCESS, ALTERATION OF, DELETION, CORRUPTION OR LOSS OF YOUR DATA. THIS EXCLUSION IS INDEPENDENT OF ANY REMEDY SET FORTH IN THESE TERMS.

II. To the extent that limitation of liability is permitted by law, Agilent's liability is limited to US $1,000,000; except that Agilent has no obligation for warranty claims for Microarray and Library Products beyond that which is provided in Section 5a) below. The limitation set forth in the foregoing sentence will not apply to damages for bodily injury or death.

III. The remedies in these Terms are Customer's sole and exclusive remedies.

10. Indemnification. You agree to defend, indemnify and hold harmless Agilent, its officers, directors, shareholders, employees, successors, agents and assigns ("Agilent Indemnitees") from any and all claims, losses, damages, liabilities, costs and expenses incurred by Agilent Indemnitees (including reasonable attorneys' fees) as a result of any claim, complaint, suit, proceeding, cause of action, judgment or adjudication related to or arising from your (i) use of the SureDesign Program and SureDesign Materials and the Microarray and Library Product(s) as defined below; (ii) violation of any third party intellectual property rights, or (iii) breach of any of these Terms.

11. Copies; Updates. Printing a copy of these Terms and retaining a copy for your future reference is recommended. Agilent may revise these Terms at any time, and by your continued use of the SureDesign Program, you agree to be bound by future revisions to these Terms. It is your responsibility to periodically visit the "SureDesign Terms of Use" to review and print the most current version.

12. Open Source Software. The Software may utilize third party software made available under various open source software licenses ("Open Source Components"). The terms associated with the Open Source Components may be retrieved via the following links:

You agree to comply with any and all applicable terms. In addition to the warranty disclaimers contained in the terms associated with the Open Source Components, Agilent makes the following disclaimers regarding the Open Source Components on behalf of itself, and the copyright holders, contributors, and licensors of the Open Source Components: To the maximum extent permitted by applicable law, the Open Source Components are provided by the copy-right holders, contributors, licensors, and Agilent "as is" and AGILENT MAKES NO WARRANTIES OR REPRESENTA-TIONS OF ANY KIND, WHETHER WRITTEN OR ORAL, EXPRESSED OR IMPLIED, AND AGILENT SPECIFICALLY DIS-CLAIMS ALL WARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, regarding the Open Source Components. In no event will the copyright owner, contributors, licensors, or Agilent be liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption), however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of the Open Source Components.

Agilent may store, use and manage your personal data, which may include user names and e-mail addresses, for the purpose of setting up accounts and granting you access to the SureDesign Program, processing your transactions, providing customer service and support, data analysis, marketing, improving and maintaining the SureDesign Program, compliance with applicable laws, quality control and reporting. By accessing and using the SureDesign Program, you acknowledge this collection of your personal data. For a full explanation of how Agilent treats users personal data please see Agilent’s Privacy Policy at http://www.agilent.com/home/privacy-policy.

TERMS COVERING PURCHASE OF AGILENT MICROARRAY AND LIBRARY PRODUCTS ORDERED THROUGH AGILENT'S SUREDESIGN PROGRAM

The following Terms govern the sale of Microarray and Library Products by Agilent Technologies, Inc., and its subsidiaries ("Agilent") ordered by you ("Customer") through Agilent's SureDesign Program.

1. DEFINITIONS

a) "Affiliate" means any entity controlled by, controlling or under common control with a party hereto, and will include without limitation any company more than fifty percent (50%) of whose voting stock or participating profit interest is owned or controlled, directly or indirectly, by a party, and any company that owns or controls, directly or indirectly, more than fifty percent (50%) of the voting stock of a party.

b) "Applicable Trade Term" means the term defined in Incoterms 2010, agreed by the Parties and documented in the quotation.

c) "Biological Content" shall have the meaning ascribed to it above.

d) "Microarray and Library Product(s)" means Custom Microarray(s), Custom DNA and RNA Oligo Library/Libraries, and other product(s) that are manufactured or configured to meet Customer requirements through the use of Agilent's SureDesign site, sold hereunder.

e) "Custom Microarray(s)" means the In Situ Microarray(s) printed by Agilent to contain content that Customer requests through the use of Agilent's SureDesign site or otherwise.

f) "Custom DNA and RNA Oligo Library/Libraries" means the DNA and RNA oligonucleotide library/libraries manufactured by Agilent to contain content that Customer requests through the use of Agilent's SureDesign site or otherwise.

g) "Delivery" means the date when Agilent places the Microarray and Library Product(s) at Customer's or Customer's Representative's disposal at the address specified in Customer's purchase order in accordance with the Applicable Trade Term.

h) "In Situ Microarray(s)" means nucleic acid microarrays fabricated by Agilent in which oligonucleotides or oligonucleotide analogs are synthesized from individual nucleotides or nucleotide analogs on a substrate, to be used as probes in research or development activities.

2. ORDERS FOR MICROARRAY AND LIBRARY PRODUCTS

a) The following Terms govern the sale of Microarray and Library Products by Agilent Technologies, Inc., and its subsidiaries ("Agilent") ordered by you ("Customer") through Agilent's SureDesign Program. Microarray and Library Products by signing and delivering to Agilent a purchase order for the prices set out in an Agilent-furnished quotation or later amendments thereto. The terms and conditions of these Terms for SureDesign will prevail over the terms and conditions of any such purchase order.

b) Title, risk of loss and damage to Microarray and Library Products will pass to Customer at the designated address specified in Customer's purchase order in accordance with the Applicable Trade Term. If special packing or shipping is agreed upon, such additional charges will be billed separately to Customer.

c) Customer's purchase order will specify Microarray and Library Products to be purchased and delivered in the quantities, at the times and for the prices quoted.

d) Unless otherwise indicated, prices include shipping and handling charges to the address specified in accordance with the Applicable Trade Term. Prices are valid for the period indicated on the quotation.

e) All orders are subject to acceptance by Agilent. Orders are governed by the applicable trade term specified on the quotation or agreed to by Agilent as defined in Incoterms 2010. Cancellation of orders or rescheduling shipment for Microarray and Library Products will be subject to Agilent's approval, which approval will not be unreasonably withheld. Product returns will also be subject to Agilent's approval and return/refurbishment charges.

f) Agilent will make reasonable efforts to meet Customer's Delivery and shipment requirements. If Agilent is unable to meet Customer's Delivery and shipment requirements, alternative arrangements may be agreed. In the absence of such agreement, Customer's sole remedy is to cancel the order.

g) Payment is due thirty (30) days from Agilent's invoice date. Payment terms are subject to Agilent credit approval. Agilent may change credit or payment terms at any time should Customer's financial condition or previous payment record so warrant. Agilent may discontinue performance if Customer fails to pay any sum due, or fails to perform under this or any other Agilent agreement if, after ten (10) days written notice, the failure has not been cured.

3. RESTRICTIONS

a) Customer has the right to use Microarray and Library Products in accordance herewith for generating or deriving data and for analysis of the same for internal use only. Microarray and Library Products provided herein are not approved for use in diagnostic procedures and Customer (i) acknowledges that the Microarray and Library Products provided herein are not approved for use in diagnostic procedures and (ii) is responsible for obtaining any necessary regulatory approvals. Customer agrees that if it elects to use Microarray and Library Products for a purpose that would subject Customer or any Microarray Product to the jurisdiction of regulatory laws or other applicable law, if any, Customer shall be solely responsible for obtaining any required approvals and otherwise ensuring that its use of the Microarray Product complies with such laws. Customer is not permitted to use any Microarray and Library Products in any manner not expressly authorized by these Terms. Furthermore, Customer will NOT: (i) divert Microarray and Library Products labeled Research Use Only products for purposes other than Research Use Only; rent, sell, assign, lease, share, sublicense or otherwise transfer the Microarray and Library Products or any portion thereof; (ii) derive or attempt to derive the microarray designs or structure of all or any portion of the products by reverse engineering, disassembly, decompilation or any other means; (iii) remove (strip) the oligonucleotides from any In Situ Microarray; (iv) use In Situ Microarray(s) or any part thereof as template in any DNA or RNA in vitro or in vivo synthesis or assembly reaction including but not limited to a linear or exponential amplification reaction or gene assembly; (v) use In Situ Microarray(s) in more than one hybridization reaction; or (vi) file patent applications based on the Agilent products, excluding Biological Content, without the express written consent of Agilent. Nothing herein will be construed to restrict Customer's rights to use any results of or discoveries made in the performance of research conducted using the Microarray and Library Products. Customers may only purchase Oligo Libraries through Agilent's Collaborative Technology Program (CTP) which may permit ordering from Agilent's SureDesign Program. Such SureDesign customers shall be governed both by these SureDesign Program Terms and Conditions and the CTP terms and conditions, however where the CTP terms of the CTP Agreement contradict the SureDesign Terms and Conditions, the CTP contradicting terms shall control.

b) Agilent owns, has rights to or controls all intellectual property rights, including copyrights, patents, trade secrets, trademarks, service marks, trade names and the like in the Microarray and Library Products to the extent excluding Biological Content. Agilent agrees that Biological Content will be segregated and isolated from Agilent's own probe and microarray design efforts. Notwithstanding anything to the contrary, any oligonucleotide, nucleotide sequence or probe(s) that is manufactured/obtained/designed by Agilent shall not be considered by Customer as proprietary to it, or as Biological Content, so long as Agilent did not access Biological Content files.

4.TAXES. Prices exclude any legally applicable sales, value added or similar tax which will be payable by Customer in addition to the purchase price, if applicable. If exemption from taxes is claimed, Customer must provide a certificate of exemption.

5. WARRANTIES AND ACKNOWLEDGEMENTS

a) Agilent hereby warrants to Customer the functionality of Microarray and Library Products as articles of manufacture (workmanship) during the period expiring ninety (90) days after Delivery to Customer ("Warranty Period"). Warranty claims not made in a written form and subsequently received by Agilent within the applicable warranty period identified in the immediately preceding sentence will be deemed waived.

b) The warranties above are solely for the benefit of Customer, and Customer will have no authority to extend such warranties to any other Affiliate or Entity without Agilent's prior written consent.

c) If Agilent receives notice of defects or non-conformance during the Warranty Period, Agilent will replace the affected product. If Agilent is unable, within a 30 day period after receipt of notice of defects to replace the affected product, Customer will be entitled to a refund of the purchase price.

d) Notwithstanding Section 5a) above, the warranty provisions will not apply to, and Agilent will not be responsible for, any defects caused by or resulting from: (i) improper installation or use of the Microarray and Library Products by Customer, its employees or agents, (ii) failure by Customer or its employees or agents to observe any instructions of Agilent or its representatives, (iii) the negligent acts or omissions of Customer or its employees or agents, (iv) unauthorized alterations, adjustments or modifications by Customer, its employees or agents, to any of the Microarray and Library Products, (v) failure or malfunctioning of software, hardware, or other equipment or facilities not delivered or licensed by Agilent, or (vi) abuse or misuse of the Microarray and Library Products, or any damage thereto after the date of Delivery to Customer. All biological validation activities associated with use of Custom Microarrays are the responsibility of Customer.

e) Agilent's liability with respect to a breach of warranties will be limited to the express warranty and related remedy provisions set forth in and limited by Section 5. Except for any claims it may have under the express terms of Section 6a) above, Customer waives any and all claims that it may have against Agilent, its licensors or suppliers arising out of the performance or nonperformance of the Microarray and Library Products. Furthermore, Agilent shall not be responsible for use of the Microarray and Library Products for any failure by Customer to comply with applicable foreign, federal, state or local laws or regulations, or failure by Customer to use audit controls or back-up and security procedures. Agilent will not be responsible for any failure by Customer to use due care in the use and validation of the results produced by the Microarray and Library Products.

f) EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH AND LIMITED IN SECTION 5, AGILENT EXPLICITLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

MISCELLANEOUS TERMS

1) Agilent will not be liable for performance delays or for non-performance, due to causes beyond its reasonable control.

2) If either party becomes insolvent, is unable to pay its debts when due, files for bankruptcy, is the subject of involuntary bankruptcy, has a receiver appointed, or has its assets assigned, the other party may cancel any unfulfilled obligations.

3) Customer who exports, re-exports, or transfers products, technology or technical data purchased hereunder assumes all responsibility for complying with applicable U.S. and all other laws and regulations ("Applicable Laws"), and for obtaining required export authorizations. Customer expressly agrees not to sell or otherwise transfer products, technology or technical data to companies or persons on the Denied Parties List and Specially Designated Nationals and Blocked Persons List, or to any other prohibited parties or restricted destinations listed in Applicable Laws, unless properly authorized by the appropriate government(s). Agilent may suspend performance if Customer is in violation of Applicable Laws. Further information on restricted destinations can be obtained from http://www.bis.doc.gov

4) Disputes arising in connection with these Terms will be governed by the laws of the State of California.

5) Provisions herein which by their nature extend beyond the termination of any sale Microarray and Library Products will remain in effect until fulfilled.

6) Neither party's failure to exercise any of its rights under these Terms will be deemed a waiver or forfeiture of those rights.

7) To the extent that any provision of these Terms is determined to be illegal or unenforceable, the remainder of these Terms will remain in full force and effect.

8) The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Microarray Terms.

9) Microarray and Library Products are not specifically designed, manufactured or intended for sale as parts, components or assemblies for the planning, construction, maintenance or direct operation of a nuclear facility. Agilent shall not be liable for any damages resulting from such usage.

10) These Terms constitute the entire agreement between Agilent and Customer, and supersede any previous communications, representations or agreements between the parties, whether oral or written, regarding the subject matter and transactions conducted hereunder. Customer's additional or different terms and conditions will not apply. Customer's purchase of Microarray and Library Products will constitute Customer's acceptance of these Terms, which may not be changed except by an amendment signed by an authorized representative of each party.

Revision Date of SureDesign Terms of Use: October 2018